Independent
Tenure on this board
2.1 yrs
3 nominees · 3 ballot items.
Vote to elect three Class I directors, ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026, and cast an advisory (non-binding) vote to approve the Company’s named executive officer compensation (Say-on-Pay).
Elect three Class I director nominees—Christopher R. Christensen, Brent J. Guerisoli, and John G. Nackel—to serve three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast an advisory (non-binding) Say-on-Pay vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy. Management is seeking shareholder approval to validate its compensation philosophy and structure, which emphasizes a large portion of pay “at risk” tied to both financial (Adjusted EBT/Adjusted Net Income) and non-financial performance metrics (clinical quality, governance, leadership development), and includes a mix of cash, performance‑adjusted bonuses, long‑term equity with multi‑year vesting, and clawback provisions to mitigate incentive misalignment. The proposal context includes a compensation framework overseen by the Compensation Committee, periodic engagement with a compensation adviser and with major shareholders, and a stated practice of using peer and market data to set targets; the Committee retained discretion to adjust incentive outcomes for quality and compliance considerations. Management argues that the program aligns executive incentives with long‑term shareholder value by converting portions of excess bonus pools into fully vested restricted stock, by emphasizing multi‑year equity vesting schedules, and by tying pay to clinical and governance objectives relevant for a healthcare services company. The Board recommends a FOR vote, asserting Deloitte‑reviewed disclosure and governance features (clawbacks, committee oversight, and pay-for-performance alignment) as supporting rationale. Potential stockholder concerns include the advisory nature of the vote (non-binding), complexity of the bonus formulas and adjustments (discretionary adjustments to pools and allocation), and concentration of decision-making authority with the Compensation Committee and the CEO’s role in recommendations; these factors bear on how effectively incentives translate into sustained shareholder returns. Evaluating the proposal requires weighing whether the disclosed metrics and governance controls sufficiently constrain excessive risk-taking while providing competitive compensation to attract and retain management in a specialized healthcare services environment. Given the Company’s emphasis on clinical quality metrics and the clawback policy, an analyst should assess historical pay outcomes versus realized performance and TSR, and the extent to which discretionary adjustments have been applied, to judge whether the compensation program demonstrably delivers shareholder-aligned outcomes over multiple cycles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Van Berkom Associates Inc. | 15.4% | 5,338,868 | $163M |
| 2 | Turtle Creek Asset Management Inc. | 4.6% | 1,582,823 | $48M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,450,968 | $44M |
| 4 | WASATCH ADVISORS LP | 4.1% | 1,418,687 | $43M |
| 5 | BlackRock, Inc. | 3.9% | 1,358,074 | $41M |
| 6 | Provident Investment Management, Inc. | 2.8% | 983,015 | $30M |
| 7 | BlackRock, Inc. | 2.7% | 938,237 | $29M |
| 8 | Ophir Asset Management Pty Ltd | 2.6% | 903,881 | $28M |
| 9 | AMERIPRISE FINANCIAL INC | 2.5% | 870,934 | $27M |
| 10 | STATE STREET CORP | 2.3% | 803,780 | $24M |
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